Exhibit 4(a)
[FORM OF NOTE]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANS-
FERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY, (II) BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR (III) BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("DTC") TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHO-
RIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
INTERNATIONAL PAPER COMPANY
R- $
CUSIP
International Paper Company, a corporation duly organized
and existing under the laws of New York (herein called the
"Company," which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value re-
ceived, hereby promises to pay to or registered
assigns, the principal sum of ($ )
on June 1, 2001 and to pay interest thereon from June 5,
1996 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for semi-annually in
arrears on June 1 and December 1 in each year, commencing
December 1, 1996, at the rate of 7% per annum, until the
principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Inden-
ture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which
shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all
as more fully provided in said Indenture. Payment of the
principal of (and premium, if any) and interest on this Securi-
ty will be made at the office or agency of the Company main-
tained for that purpose in the City of New York, in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private
debts.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provi-
sions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signa-
ture of an authorized signatory, this Security shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated:
[Seal] INTERNATIONAL PAPER COMPANY
Attest:
____________________ By: _______________________
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By:_________________________
Authorized Signatory
REVERSE OF SECURITY
This Security is one of a duly authorized issue of securi-
ties of the Company (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture
relating to Senior Debt Securities, dated as of April 1, 1994
(herein called the "Indenture"), between the Company and The
Chase Manhattan Bank, N.A., as Trustee (herein called the
"Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respec-
tive rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggre-
gate principal amount to $250,000,000.
The Securities of this series are not subject to redemp-
tion at any time, as a whole or in part, at the election of the
Company.
Subject to and upon compliance with the provisions of the
Indenture (unless previously redeemed), this Security, if
submitted for redemption, is subject to redemption, at the
option of the Holder, upon any Change in Control of the Company
(as defined in the Indenture) unless the Continuing Directors
(as defined in the Indenture) shall have approved such Change
in Control on or before the day which is ten days after such
Change in Control (whether or not such call occurs before or
after such Change in Control). The Holder's option so to
redeem is exercisable on or before the end of the Exercise
Period specified in the notice of the Company relating to such
Change in Control at a Redemption Price equal to 100% of the
principal amount hereof plus accrued interest to the Redemption
Date. For this Security to be submitted for such redemption,
the Company must receive at the office of one of the Paying
Agents, prior to the close of business on the last day of such
Exercise Period, this Security accompanied by written notice to
the Company (which shall be substantially in the form of the
form of notice hereon) that the Holder hereof instructs the
Company to redeem this Security. Such notice duly received
shall be irrevocable.
Notice of redemption will be given by mail to Holders of
Securities, not less than 30 nor more than 60 days prior to the
date fixed for redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only,
a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance of the
entire indebtedness of this Security upon compliance by the
Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66-2/3% in principal amount of
the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compli-
ance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their conse-
quences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have
any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Out-
standing Securities of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall
have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a direction
inconsistent with such request and shall have failed to insti-
tute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the
Holder hereof for the enforcement of payment of the principal
of (and premium, if any) or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency
of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satis-
factory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in regis-
tered form, without coupons, in denominations of $100,000 and
any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The following abbreviations, when used in the inscription
on the face of the within Security, shall be construed as
though they were written out in full according to applicable
laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________________________
(State)
Additional abbreviations may also be used though not in the
above list.
________________
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
(NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE,
MUST BE PRINTED OR TYPEWRITTEN)
the within Security, and all rights thereunder, hereby irrevo-
cably constituting and appointing
,
attorney
to transfer said Security on the books of the Company, with
full power of substitution in the premises.
Dated:
Notice: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Security in every particular, without alteration or
enlargement or any change whatever.
FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION
To: INTERNATIONAL PAPER COMPANY
The undersigned Holder of this Security hereby irrevocably
instructs the Company to redeem this Security in accordance
with the terms of the Indenture referred to in this Security.
The instruction being given in exercise of the Holder's
option to require redemption of this Security to the extent
provided in such Indenture upon a Change in Control of the
Company.
Dated:________________
______________________________
Signature
If only a portion of this Security
is submitted for redemption, please
indicate:
1. Principal Amount submitted for
redemption:
U.S.$_________________
2. Amount and denomination of Reg-
istered Securities representing
principal amount of this Secu-
rity not submitted for redemp-
tion to be issued:
Amount: U.S.$____________
Denominations:
U.S.$_____________________
(U.S.$5,000 or an integral mul-
tiple thereof)
Note: Exercise of the option to require redemption is irrevocable.